Mr. Brian Testo reports
GRIZZLY DISCOVERIES INC. ANNOUNCES BROKERED PRIVATE PLACEMENT OF UP TO $7.5 MILLION
Grizzly Discoveries Inc. (TSX VENTURE:GZD) (FRANKFURT:G6H) (OTCQX:GZDIF) (the "Corporation") is pleased to announce that it has entered into an agreement with D&D Securities Inc. (the "Agent") to sell, on a reasonable best efforts private placement basis, up to $5 million in non-flow-through share units ("Non-FT Units") at a price of $0.50 per Non-FT Unit and up to $2.5 million in flow-through share units ("FT Units") at a price of $0.70 per FT Unit, for aggregate gross proceeds of up to $7.5 million (the "Offering").
Each Non-FT Unit will consist of one common share of the Corporation ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Non-FT Unit Warrant") entitling the holder to acquire one additional Common Share at an exercise price of $0.75 per share. Each FT Unit will consist of one Common Share to be issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a "FT Unit Warrant") entitling the holder to acquire one additional non-flow through Common Share at an exercise price of $0.95 per share. The FT Unit Warrants and the Non-FT Unit Warrants expire on the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the closing date of the Offering (the "Closing Date").
The Agent will receive a cash commission on the sale of the Non-FT Units and FT Units representing 7% of the gross proceeds raised in the Offering. In addition, the Corporation shall issue to the Agent, non-transferable share purchase warrants ("Broker Warrants") entitling the Agent to purchase Common Shares equal to 10% of the aggregate number of Non-FT Units and FT Units sold pursuant to the Offering. Each Broker's Warrant is exercisable at a price of $0.75 per Common Share until the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the Closing Date.
The proceeds of the Offering will be used to conduct further exploration drilling and for general working capital.
Closing of the Offering is anticipated to occur on or before March 30, 2011 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares and Non-FT Unit Warrants comprising the Non-FT Units, the Common Shares and FT Unit Warrants comprising the FT Units and the Broker Warrants, together with any Common Shares issued pursuant to the exercise of the Non-FT Unit Warrants, FT Unit Warrants and Broker Warrants will be subject to a hold period ending four months after closing of the Offering.
We seek Safe Harbor.
